1014-00006 · Meridian Design Systems, Inc · Engagement

engagement-letter-ows-eda-renewal.docx DOCUMENT IP / Technology

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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law

One Market Plaza, Spear Tower, 42nd Floor San Francisco, California 94105 Telephone: (415) 901-7400 Facsimile: (415) 901-7401 www.calderwoodharkness.com

October 28, 2025

Douglas Tran, Esq. General Counsel Optiwave Semiconductor Corp. 4850 Great America Parkway, Suite 300 Santa Clara, California 95054

Re: Engagement of Calderwood & Harkness LLP by Optiwave Semiconductor Corp. — EDA Software License Renewal and Expansion with Meridian Design Systems, Inc. Matter Number: 1014-00006

Dear Mr. Tran:

We appreciate the confidence that Optiwave Semiconductor Corp. has placed in Calderwood & Harkness LLP, and we look forward to working with you and your team on this important transaction. The purpose of this letter is to set forth the terms and conditions under which Calderwood & Harkness LLP will represent Optiwave Semiconductor Corp. in connection with the renewal and expansion of its enterprise license agreement for electronic design automation software with Meridian Design Systems, Inc. Please review the following terms carefully. Upon your countersignature, this letter shall constitute the binding engagement agreement between the Firm and the Client.

1. Purpose and Acceptance

Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm the terms of its engagement by Optiwave Semiconductor Corp., a corporation organized under the laws of the State of Delaware ("OWS," "Optiwave Semi," or the "Client"), in connection with the negotiation, drafting, and execution of a renewal and expansion of the enterprise license agreement for electronic design automation ("EDA") software tools currently in place between the Client and Meridian Design Systems, Inc., a corporation organized under the laws of the State of Delaware ("Meridian" or "MDS").

As you are aware, OWS and Meridian are currently parties to that certain Enterprise License Agreement, Agreement No. MDS-ELA-2023-00487, dated February 1, 2023 (the "Original ELA"). The Original ELA, by its terms, expires on January 31, 2026, and the parties have entered into preliminary discussions regarding its renewal and expansion. This engagement is intended to provide OWS with legal counsel throughout the process of negotiating, documenting, and executing the successor agreement, as well as certain ancillary agreements more particularly described in Section 2 below.

This letter, together with the Firm's standard Terms and Conditions of Engagement enclosed herewith and incorporated herein by reference, shall, upon countersignature by the Client in the space provided in Section 13 below, constitute the binding engagement agreement between the Firm and the Client with respect to the matter described herein. In the event of any inconsistency between this letter and the enclosed Terms and Conditions of Engagement, this letter shall control.

2. Scope of Engagement

2.1 Primary Scope

The Firm will represent OWS in the negotiation, drafting, review, redlining, and execution of the proposed Amended and Restated Enterprise License Agreement (proposed Agreement No. MDS-ELA-2026-01192) with Meridian (the "Renewal ELA"). The scope of this primary representation encompasses the following:

(a) Term. The Renewal ELA is proposed to cover a five (5)-year term, commencing on February 1, 2026 and expiring on January 31, 2031, subject to such renewal, extension, or early termination provisions as may be negotiated and agreed upon by the parties.

(b) Expansion of Licensed Products. In addition to the existing licensed EDA products under the Original ELA — namely, Meridian Marlowe Asset Management™ (digital design synthesis and place-and-route), Meridian SignalForge™ (signal integrity and power integrity analysis), and Meridian VerifyPro™ (functional and formal verification) — the Renewal ELA is expected to include the addition of two new product modules: (i) Meridian AnalogEdge™, Meridian's analog and mixed-signal design platform; and (ii) Meridian PhotonX™, Meridian's silicon photonics design kit integration toolset. The Firm will advise on all licensing terms applicable to both the existing and newly added product modules, including but not limited to license grant scope, permitted use restrictions, maintenance and support obligations, and upgrade entitlements.

(c) Expansion of Licensed Seats. The Original ELA provides for a total of one hundred ninety (190) licensed seats, comprised of one hundred fifty (150) named-user seats and forty (40) floating seats. The proposed Renewal ELA contemplates an expansion to a total of two hundred eighty (280) licensed seats, comprised of two hundred twenty (220) named-user seats and sixty (60) floating seats. The Firm will advise on seat allocation mechanisms, concurrent-use limitations, geographic deployment restrictions, and any true-up or compliance audit provisions relating to seat counts.

2.2 Ancillary Agreements

In addition to the Renewal ELA itself, the engagement encompasses the drafting, review, negotiation, and execution of the following ancillary agreements:

(a) Technology Escrow Agreement. A Technology Escrow Agreement (the "Escrow Agreement") to be entered into among OWS, Meridian, and the proposed escrow agent, Iron Vault Escrow Services, Inc. ("Iron Vault"), a third-party technology escrow services provider. The Escrow Agreement will provide for the deposit and ongoing update of the source code for certain Meridian EDA product modules licensed under the Renewal ELA, and will establish release conditions, verification procedures, and the rights and obligations of each party with respect to the escrowed materials. The Firm will negotiate the scope of escrowed materials, deposit schedules, release triggers (including, without limitation, insolvency events, material breaches, and discontinuance of product support), verification testing rights, and indemnification provisions applicable to Iron Vault.

(b) Data Security and Cloud Services Rider. A Data Security and Cloud Services Rider (the "Cloud Rider") to the Renewal ELA, which will apply to Meridian CloudVerify™ — Meridian's cloud-hosted verification platform — and to any other cloud-hosted components of the licensed EDA tools that may be deployed during the term of the Renewal ELA. The Cloud Rider will address, among other things, data hosting locations, data encryption requirements, SOC 2 Type II and ISO 27001 compliance obligations, incident notification procedures, data portability and return upon termination, and any subprocessor management requirements applicable to cloud-hosted services.

2.3 Related Advisory

The Firm will also provide analysis and advice with respect to the following related matters, to the extent that such matters are relevant to the negotiation and documentation of the Renewal ELA and the ancillary agreements described above:

(a) Brindoval PDK Interoperability Compliance. Analysis of the interoperability requirements arising under the Client's existing Brindoval Foundry Services Ltd. PDK License Agreement, Reference No. CFS-PDK-2023-US-0034, dated March 15, 2023 (the "Brindoval PDK License"). In particular, the Firm will advise on compliance with the Approved EDA Platform List ("AEPL") requirements set forth in Section 4.7 of the Brindoval PDK License, including whether the addition of Meridian AnalogEdge™ and Meridian PhotonX™ to the Client's licensed EDA toolset satisfies, or may require amendments to, the AEPL, and whether any notice or consent obligations arise under the Brindoval PDK License as a result of the Renewal ELA.

(b) IP Indemnification and Liability Provisions. Advice regarding the intellectual property indemnification provisions to be included in the Renewal ELA, including the scope of indemnification obligations (infringement, misappropriation, violation of third-party rights), carve-outs, procedures for tendering defense and control of claims, and the interaction of IP indemnification provisions with any limitation of liability structures.

(c) Limitation of Liability Structures. Analysis and negotiation of limitation of liability provisions, including caps on direct damages, mutual exclusions of consequential and indirect damages, and any exceptions thereto for willful misconduct, breaches of confidentiality, or IP indemnification obligations.

(d) Audit Rights. Advice regarding the audit-right provisions to be included in the Renewal ELA, including frequency limitations, notice periods, scope of audit (usage data, seat counts, compliance with license restrictions), and allocation of audit costs.

(e) Commercial Terms. Advice regarding volume pricing structures, tiered discount mechanisms, annual escalation caps, payment schedules, and service level agreement ("SLA") requirements applicable to Meridian's support and maintenance obligations and to the availability of cloud-hosted components.

2.4 Limitations on Scope

The Client acknowledges and agrees that the engagement described in this letter is limited to the matters set forth in Sections 2.1, 2.2, and 2.3 above. Without limiting the generality of the foregoing, the engagement expressly does not include:

(a) Representation of the Client in any litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising out of or relating to the Original ELA, the Renewal ELA, or any other agreement or matter;

(b) Tax advice of any kind, including without limitation advice regarding the tax treatment of license fees, amortization of software costs, withholding obligations, or transfer pricing matters (the Client should consult its own tax advisors, including Thornburgh & Associates, CPA, or such other qualified tax professionals as the Client deems appropriate);

(d) Advice regarding the Client's agreements with any party other than Meridian, except to the extent that such agreements — including, by way of example, the Brindoval PDK License — bear directly on the terms and conditions of the Renewal ELA or the ancillary agreements described in Section 2.2, and only to the extent necessary to advise the Client in connection with the Meridian transaction; and

(e) Any matters relating to the equity interests, governance, operating agreement, or any other aspect of the relationship between OWS and its majority equity sponsor, Ridgeline Capital Partners, LP ("Ridgeline"), or any of Ridgeline's affiliates, portfolio companies, general partners, or limited partners.

Should the Client wish to engage the Firm for any matters outside the scope described above, we would be happy to discuss the terms of a separate engagement at that time.

3. Engagement Team and Staffing

3.1 Responsible Partner

Conrad Ashby, Partner, will serve as the Responsible Partner for this engagement. Mr. Ashby will provide overall supervision of the engagement, maintain the client relationship at the partner level, and serve as the primary point of contact for strategic matters and any issues requiring escalation. Mr. Ashby has extensive experience in technology transactions, enterprise software licensing, and semiconductor industry commercial agreements, and has advised numerous clients on complex EDA licensing arrangements.

3.2 Billing Partner

Victoria Chambers, Partner, will serve as the Billing Partner for this engagement. Ms. Chambers will be responsible for all fee arrangements, invoicing, billing inquiries, and budgetary matters. Any questions or concerns regarding invoices, fee estimates, or billing should be directed to Ms. Chambers in the first instance.

3.3 Lead Associate

Aaron Liu, Senior Associate, will serve as the day-to-day lead on the engagement. Mr. Liu will be primarily responsible for drafting and redlining the Renewal ELA and ancillary agreements, attending and participating in negotiation sessions (whether in person or by videoconference), and managing correspondence with Meridian's outside counsel at Bexley Weir & Daly LLP. Mr. Liu regularly handles complex technology licensing transactions and has substantial experience in EDA and semiconductor-related commercial agreements.

3.4 Working Associate

Monica Reyes, Associate, will provide supporting services on the engagement, including legal research, preparation of internal memoranda and analysis, due diligence review of the existing agreement terms under the Original ELA and the Brindoval PDK License, and analysis of the IP indemnification and limitation of liability provisions. Ms. Reyes will work under the supervision of Mr. Liu and Mr. Ashby.

3.5 Additional Staffing

The Firm may, from time to time, assign additional attorneys, paralegals, or other professional staff to the engagement as reasonably necessary to meet the needs of the matter, including to accommodate scheduling requirements, bring specialized expertise to bear on particular issues, or respond to accelerated timelines. The Firm will advise the Client of any material changes to the composition of the engagement team, including the addition of any new timekeepers at the partner or senior associate level.

4. Counterparty and Counterparty Counsel

For the Client's reference and our records, the counterparty to the Renewal ELA and related transactions is:

Meridian Design Systems, Inc. 2700 Orchard Parkway San Jose, California 95134

The Client has identified the following individuals as the key counterparty contacts at Meridian for purposes of this transaction:

• Garrett Hollis, Senior Director, Strategic Accounts — primary commercial contact

• Samantha Ng, Vice President, Legal — Commercial — primary legal contact at Meridian

Meridian's outside counsel for this transaction is:

Bexley Weir & Daly LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301

The lead attorney for Meridian at Bexley Weir & Daly is Rachel Endo, Partner, Technology Transactions, and she is supported by Kevin Matsuda, Associate. All formal correspondence, draft agreements, and redlines exchanged with the counterparty's counsel will be coordinated through Mr. Liu, with oversight from Mr. Ashby. The Firm will copy the Client on all material correspondence with Bexley Weir & Daly LLP unless the Client otherwise instructs.

5. Fees and Billing Arrangements

5.1 Basis of Fees

The Firm's fees for this engagement will be calculated on a blended hourly rate basis. There is no contingency fee, flat fee, success fee, or other alternative fee component applicable to this engagement.

5.2 Hourly Rates

The hourly rates for the members of the engagement team are as follows:

The foregoing rates are effective as of the date of this engagement letter. The Firm's standard hourly rates are subject to annual adjustment, typically effective on or about January 1 of each calendar year, consistent with the Firm's standard rate schedule. The Client will be notified in writing of any rate adjustments in advance of the effective date of such adjustments. For the avoidance of doubt, any rate adjustments applicable to this engagement will apply prospectively only, to services rendered on or after the effective date of the adjusted rates.

If additional attorneys or professional staff are assigned to this engagement, such timekeepers will be billed at the Firm's then-current standard hourly rates for their respective billing classifications.

5.3 Estimated Fee Range

Based on the anticipated scope of the engagement as described in Section 2 above, the Firm estimates that total professional fees for this engagement will fall within the range of $185,000 to $245,000. This estimate is provided for the Client's budgeting and internal planning purposes only and does not constitute a cap, ceiling, or guarantee of the total fees that will be incurred. Actual fees will depend upon a number of factors, including without limitation the complexity and duration of the negotiations with Meridian and its counsel, the number of redline iterations required to reach agreement on the Renewal ELA and ancillary documents, the scope and complexity of the ancillary agreements (including the Escrow Agreement and the Cloud Rider), the extent of advisory work required with respect to the Brindoval PDK License interoperability issues, and the responsiveness of all parties during the negotiation process. The Firm will endeavor to keep the Client informed of the progress of fees relative to this estimate and will notify the Client promptly if it appears that actual fees are likely to exceed the upper end of the estimated range.

5.4 Disbursements and Expenses

In addition to professional fees, the Client will reimburse the Firm for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, by way of example and not limitation, travel expenses (airfare, ground transportation, lodging, and meals), document reproduction and production costs, messenger and delivery charges, filing fees, long-distance telephone and videoconference charges, and third-party vendor costs (including technology-assisted review tools, online research databases, and similar resources). Any individual expense item exceeding $5,000 will require the Client's prior written approval before being incurred. Expenses will be itemized on the Firm's monthly invoices and supported by receipts upon the Client's request.

5.5 Billing Cycle and Payment Terms

Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include reasonably detailed descriptions of the services rendered during the applicable billing period, including the date on which each service was performed, the identity of the timekeeper, the time expended (in increments of one-tenth of an hour), and a narrative description of the work performed. All invoices are due and payable within thirty (30) days of receipt by the Client. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP," as set forth on the invoice. If the Client has any questions or concerns regarding an invoice, the Client should contact Victoria Chambers promptly so that the matter may be addressed in a timely fashion. The Firm reserves its rights and remedies in connection with any past-due amounts as set forth in the enclosed Terms and Conditions of Engagement.

6. Anticipated Timeline

While the precise timeline for this engagement will depend on the pace of negotiations and the responsiveness of all parties, the Firm and the Client have identified the following key milestones for planning and coordination purposes:

These milestones are indicative targets and are subject to adjustment as the engagement progresses. Timely Client cooperation, including prompt review of drafts and memoranda, timely provision of requested documents and information, and availability of designated Client personnel for negotiation sessions and decision-making, is essential to meeting these milestones. The Firm will work diligently to adhere to this timeline but cannot guarantee that all milestones will be met if delays arise from factors outside the Firm's reasonable control, including delays attributable to the counterparty or its counsel.

7. Client Responsibilities

To facilitate the efficient conduct of this engagement, the Client agrees to the following:

(a) Designated Points of Contact. The Client designates Douglas Tran, General Counsel, and Priya Venkatesh, Vice President of Engineering Operations, as the primary points of contact for all matters relating to this engagement. Mr. Tran will serve as the primary legal contact and will be authorized to provide instructions and approvals on behalf of the Client. Ms. Venkatesh will serve as the primary operational and technical contact, facilitating the Firm's access to engineering and procurement personnel as needed. The Client will promptly notify the Firm of any changes to these designations.

(b) Document Production. The Client will provide promptly all documents and information reasonably requested by the Firm in connection with this engagement, including without limitation: (i) a complete, executed copy of the Original ELA (Agreement No. MDS-ELA-2023-00487), together with all amendments, supplements, side letters, and statements of work entered into thereunder; (ii) a complete, executed copy of the Brindoval PDK License Agreement (Ref. No. CFS-PDK-2023-US-0034), including the current Approved EDA Platform List; (iii) Meridian's initial renewal quote and commercial proposal received on or about October 15, 2025; (iv) internal budgets, cost analyses, or board-approved spending parameters applicable to the Renewal ELA; and (v) any prior correspondence, meeting notes, or term sheets exchanged between OWS and Meridian in connection with the renewal discussions.

(c) Availability of Personnel. The Client will make available its engineering, procurement, and IT personnel as reasonably needed to respond to technical questions relating to the EDA product modules, seat allocation requirements, deployment configurations, foundry interoperability requirements, and cloud infrastructure specifications that may arise during the course of the negotiations.

(d) Review of Drafts. The Client will promptly review and provide comments on all drafts, redlines, memoranda, and other work product circulated by the Firm. The Firm will use reasonable efforts to allow adequate review periods, but the Client acknowledges that the negotiation timeline may at times require expedited turnaround of comments in order to maintain progress toward the milestones identified in Section 6.

8. Confidentiality

The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the California Rules of Professional Conduct, the American Bar Association Model Rules of Professional Conduct, and all other applicable professional responsibility rules and ethical obligations. All memoranda, correspondence, draft agreements, analyses, and other work product prepared by the Firm in connection with this engagement are subject to the attorney-client privilege and the work product doctrine and are to be treated as privileged and confidential.

The Client acknowledges that, from time to time, it may wish to share certain communications or work product prepared by the Firm with personnel of Ridgeline Capital Partners, LP ("Ridgeline"), the Client's majority equity sponsor, including without limitation Julian Tarkenton, Managing Partner, and Nadia Petrov, Operating Partner. Any such sharing of privileged communications or work product with Ridgeline or its personnel is at the Client's direction and at the Client's own risk with respect to the potential waiver of the attorney-client privilege and work product protection. The Firm strongly recommends that, if the Client anticipates regular sharing of privileged communications or work product with Ridgeline personnel in connection with this matter, the Client and Ridgeline enter into a common-interest agreement or joint-defense agreement, as appropriate, to preserve the privileged nature of such communications to the maximum extent permitted by law. The Firm would be pleased to assist in preparing such an arrangement upon the Client's request, subject to a separate engagement for that purpose if appropriate.

9. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct, and, as of the date of this letter, the Firm is not aware of any conflict of interest that would prevent it from representing OWS in the matter described herein. Specifically, the Firm does not currently represent Meridian Design Systems, Inc., Bexley Weir & Daly LLP, Iron Vault Escrow Services, Inc., Brindoval Foundry Services Ltd., or Ridgeline Capital Partners, LP in any matter adverse to OWS, nor does the Firm have any current attorney-client relationship with any of the foregoing entities that would give rise to a concurrent conflict of interest under the applicable rules.

If, during the course of this engagement, a conflict of interest arises or is identified — whether involving the parties listed above or any other party — the Firm will promptly notify the Client in writing and will take appropriate steps to address the conflict, which may include seeking an informed written consent and waiver from the affected parties, implementing appropriate ethical screens within the Firm, or, if necessary, withdrawing from the engagement in whole or in part. The Firm's obligations under this Section 9 are in addition to, and not in lieu of, any obligations imposed by the applicable Rules of Professional Conduct.

10. Governing Law

This engagement letter, together with the enclosed Terms and Conditions of Engagement, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the engagement described herein shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, subject to the dispute resolution provisions set forth in the enclosed Terms and Conditions of Engagement.

11. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Such notice may be delivered by email, hand delivery, or nationally recognized overnight courier to the addresses set forth in this letter or to such other addresses as either party may designate in writing from time to time.

Upon termination of this engagement, the Client shall remain responsible for the payment of all professional fees and reimbursable expenses incurred through and including the date of termination, in accordance with the billing and payment terms set forth in Section 5 above. The Firm will cooperate with the Client and, if applicable, the Client's successor counsel in connection with an orderly transition of the matter, including the delivery of all Client files and documents in the Firm's possession.

The Firm's obligations of confidentiality as described in Section 8 above, and as otherwise required by the applicable Rules of Professional Conduct, shall survive the termination of this engagement and shall continue in full force and effect indefinitely.

12. No Guarantee of Outcome

The Client acknowledges and agrees that the Firm has made no guarantees, promises, or predictions regarding the outcome of the negotiations with Meridian, the final terms and conditions of the Renewal ELA or any ancillary agreement, or the total fees and expenses that will be incurred in connection with this engagement. The results of this engagement will depend upon range factors outside the Firm's control, including without limitation Meridian's negotiation positions, commercial flexibility, and willingness to agree to the terms proposed by OWS. The Firm will use its best professional judgment and efforts to achieve a favorable outcome for the Client, but the ultimate success of the negotiations is dependent upon the counterparty's cooperation and the exercise of sound business judgment by both parties.

13. Acceptance and Countersignature

We are enthusiastic about the opportunity to work with OWS on this important matter and are confident that, together, we can achieve a favorable result for the Client. Please indicate your acceptance of the terms of this engagement by signing and returning a copy of this letter (including by electronic signature or PDF scan) to the attention of Conrad Ashby at cashby@calderwoodharkness.com. A fully executed copy will be returned to you for your files.

We look forward to getting started promptly and are available at your convenience to discuss next steps, including the scheduling of an initial kick-off meeting and document collection.

With best regards,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Conrad Ashby

Title: Partner (Responsible Partner)

Date: ________

By: ________

Name: Victoria Chambers

Title: Partner (Billing Partner)

Date: ________

ACCEPTANCE AND COUNTERSIGNATURE

By signing below, the undersigned confirms that he/she is authorized to engage Calderwood & Harkness LLP on behalf of Optiwave Semiconductor Corp. on the terms set forth herein, and that the undersigned has read, understood, and agrees to all such terms, including the Firm's standard Terms and Conditions of Engagement incorporated herein by reference.

OPTIWAVE SEMICONDUCTOR CORP.

By: ________

Name: Douglas Tran

Title: General Counsel

Date: ________

Enclosures:

1. Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement (incorporated by reference herein)

2. Calderwood & Harkness LLP — Privacy Notice

cc: Conrad Ashby, Partner, Calderwood & Harkness LLP cc: Victoria Chambers, Partner, Calderwood & Harkness LLP cc: Aaron Liu, Senior Associate, Calderwood & Harkness LLP cc: Priya Venkatesh, Vice President of Engineering Operations, Optiwave Semiconductor Corp.

Timekeeper	Role	Hourly Rate
Conrad Ashby	Partner (Responsible Partner)	$1,350.00
Victoria Chambers	Partner (Billing Partner)	$1,350.00
Aaron Liu	Senior Associate (Lead Associate)	$895.00
Monica Reyes	Associate (Working Associate)	$685.00
Target Date	Milestone
November 15, 2025	Delivery of OWS's first redline of the proposed Amended and Restated ELA to Meridian (via Bexley Weir & Daly LLP)
December 15, 2025	Target date for commercial terms (pricing, seat counts, SLA metrics) to be substantially agreed between OWS and Meridian
January 15, 2026	Target date for execution of the Renewal ELA by both parties
January 31, 2026	Expiration of the Original ELA (Agreement No. MDS-ELA-2023-00487)
February 1, 2026	Proposed effective date of the Renewal ELA

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law
One Market Plaza, Spear Tower, 42nd Floor San Francisco, California 94105 Telephone: (415) 901-7400 Facsimile: (415) 901-7401 www.calderwoodharkness.com
October 28, 2025
Douglas Tran, Esq. General Counsel Optiwave Semiconductor Corp. 4850 Great America Parkway, Suite 300 Santa Clara, California 95054
Re: Engagement of Calderwood & Harkness LLP by Optiwave Semiconductor Corp. — EDA Software License Renewal and Expansion with Meridian Design Systems, Inc. Matter Number: 1014-00006
Dear Mr. Tran:
We appreciate the confidence that Optiwave Semiconductor Corp. has placed in Calderwood & Harkness LLP, and we look forward to working with you and your team on this important transaction. The purpose of this letter is to set forth the terms and conditions under which Calderwood & Harkness LLP will represent Optiwave Semiconductor Corp. in connection with the renewal and expansion of its enterprise license agreement for electronic design automation software with Meridian Design Systems, Inc. Please review the following terms carefully. Upon your countersignature, this letter shall constitute the binding engagement agreement between the Firm and the Client.
1. Purpose and Acceptance
Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm the terms of its engagement by Optiwave Semiconductor Corp., a corporation organized under the laws of the State of Delaware ("OWS," "Optiwave Semi," or the "Client"), in connection with the negotiation, drafting, and execution of a renewal and expansion of the enterprise license agreement for electronic design automation ("EDA") software tools currently in place between the Client and Meridian Design Systems, Inc., a corporation organized under the laws of the State of Delaware ("Meridian" or "MDS").
As you are aware, OWS and Meridian are currently parties to that certain Enterprise License Agreement, Agreement No. MDS-ELA-2023-00487, dated February 1, 2023 (the "Original ELA"). The Original ELA, by its terms, expires on January 31, 2026, and the parties have entered into preliminary discussions regarding its renewal and expansion. This engagement is intended to provide OWS with legal counsel throughout the process of negotiating, documenting, and executing the successor agreement, as well as certain ancillary agreements more particularly described in Section 2 below.
This letter, together with the Firm's standard Terms and Conditions of Engagement enclosed herewith and incorporated herein by reference, shall, upon countersignature by the Client in the space provided in Section 13 below, constitute the binding engagement agreement between the Firm and the Client with respect to the matter described herein. In the event of any inconsistency between this letter and the enclosed Terms and Conditions of Engagement, this letter shall control.
2. Scope of Engagement
2.1 Primary Scope
The Firm will represent OWS in the negotiation, drafting, review, redlining, and execution of the proposed Amended and Restated Enterprise License Agreement (proposed Agreement No. MDS-ELA-2026-01192) with Meridian (the "Renewal ELA"). The scope of this primary representation encompasses the following:
(a) Term. The Renewal ELA is proposed to cover a five (5)-year term, commencing on February 1, 2026 and expiring on January 31, 2031, subject to such renewal, extension, or early termination provisions as may be negotiated and agreed upon by the parties.
(b) Expansion of Licensed Products. In addition to the existing licensed EDA products under the Original ELA — namely, Meridian Marlowe Asset Management™ (digital design synthesis and place-and-route), Meridian SignalForge™ (signal integrity and power integrity analysis), and Meridian VerifyPro™ (functional and formal verification) — the Renewal ELA is expected to include the addition of two new product modules: (i) Meridian AnalogEdge™, Meridian's analog and mixed-signal design platform; and (ii) Meridian PhotonX™, Meridian's silicon photonics design kit integration toolset. The Firm will advise on all licensing terms applicable to both the existing and newly added product modules, including but not limited to license grant scope, permitted use restrictions, maintenance and support obligations, and upgrade entitlements.
(c) Expansion of Licensed Seats. The Original ELA provides for a total of one hundred ninety (190) licensed seats, comprised of one hundred fifty (150) named-user seats and forty (40) floating seats. The proposed Renewal ELA contemplates an expansion to a total of two hundred eighty (280) licensed seats, comprised of two hundred twenty (220) named-user seats and sixty (60) floating seats. The Firm will advise on seat allocation mechanisms, concurrent-use limitations, geographic deployment restrictions, and any true-up or compliance audit provisions relating to seat counts.
2.2 Ancillary Agreements
In addition to the Renewal ELA itself, the engagement encompasses the drafting, review, negotiation, and execution of the following ancillary agreements:
(a) Technology Escrow Agreement. A Technology Escrow Agreement (the "Escrow Agreement") to be entered into among OWS, Meridian, and the proposed escrow agent, Iron Vault Escrow Services, Inc. ("Iron Vault"), a third-party technology escrow services provider. The Escrow Agreement will provide for the deposit and ongoing update of the source code for certain Meridian EDA product modules licensed under the Renewal ELA, and will establish release conditions, verification procedures, and the rights and obligations of each party with respect to the escrowed materials. The Firm will negotiate the scope of escrowed materials, deposit schedules, release triggers (including, without limitation, insolvency events, material breaches, and discontinuance of product support), verification testing rights, and indemnification provisions applicable to Iron Vault.
(b) Data Security and Cloud Services Rider. A Data Security and Cloud Services Rider (the "Cloud Rider") to the Renewal ELA, which will apply to Meridian CloudVerify™ — Meridian's cloud-hosted verification platform — and to any other cloud-hosted components of the licensed EDA tools that may be deployed during the term of the Renewal ELA. The Cloud Rider will address, among other things, data hosting locations, data encryption requirements, SOC 2 Type II and ISO 27001 compliance obligations, incident notification procedures, data portability and return upon termination, and any subprocessor management requirements applicable to cloud-hosted services.
2.3 Related Advisory
The Firm will also provide analysis and advice with respect to the following related matters, to the extent that such matters are relevant to the negotiation and documentation of the Renewal ELA and the ancillary agreements described above:
(a) Brindoval PDK Interoperability Compliance. Analysis of the interoperability requirements arising under the Client's existing Brindoval Foundry Services Ltd. PDK License Agreement, Reference No. CFS-PDK-2023-US-0034, dated March 15, 2023 (the "Brindoval PDK License"). In particular, the Firm will advise on compliance with the Approved EDA Platform List ("AEPL") requirements set forth in Section 4.7 of the Brindoval PDK License, including whether the addition of Meridian AnalogEdge™ and Meridian PhotonX™ to the Client's licensed EDA toolset satisfies, or may require amendments to, the AEPL, and whether any notice or consent obligations arise under the Brindoval PDK License as a result of the Renewal ELA.
(b) IP Indemnification and Liability Provisions. Advice regarding the intellectual property indemnification provisions to be included in the Renewal ELA, including the scope of indemnification obligations (infringement, misappropriation, violation of third-party rights), carve-outs, procedures for tendering defense and control of claims, and the interaction of IP indemnification provisions with any limitation of liability structures.
(c) Limitation of Liability Structures. Analysis and negotiation of limitation of liability provisions, including caps on direct damages, mutual exclusions of consequential and indirect damages, and any exceptions thereto for willful misconduct, breaches of confidentiality, or IP indemnification obligations.
(d) Audit Rights. Advice regarding the audit-right provisions to be included in the Renewal ELA, including frequency limitations, notice periods, scope of audit (usage data, seat counts, compliance with license restrictions), and allocation of audit costs.
(e) Commercial Terms. Advice regarding volume pricing structures, tiered discount mechanisms, annual escalation caps, payment schedules, and service level agreement ("SLA") requirements applicable to Meridian's support and maintenance obligations and to the availability of cloud-hosted components.
2.4 Limitations on Scope
The Client acknowledges and agrees that the engagement described in this letter is limited to the matters set forth in Sections 2.1, 2.2, and 2.3 above. Without limiting the generality of the foregoing, the engagement expressly does not include:
(a) Representation of the Client in any litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising out of or relating to the Original ELA, the Renewal ELA, or any other agreement or matter;
(b) Tax advice of any kind, including without limitation advice regarding the tax treatment of license fees, amortization of software costs, withholding obligations, or transfer pricing matters (the Client should consult its own tax advisors, including Thornburgh & Associates, CPA, or such other qualified tax professionals as the Client deems appropriate);
(c) Regulatory filings, export control compliance advice, or securities-law advice of any kind;
(d) Advice regarding the Client's agreements with any party other than Meridian, except to the extent that such agreements — including, by way of example, the Brindoval PDK License — bear directly on the terms and conditions of the Renewal ELA or the ancillary agreements described in Section 2.2, and only to the extent necessary to advise the Client in connection with the Meridian transaction; and
(e) Any matters relating to the equity interests, governance, operating agreement, or any other aspect of the relationship between OWS and its majority equity sponsor, Ridgeline Capital Partners, LP ("Ridgeline"), or any of Ridgeline's affiliates, portfolio companies, general partners, or limited partners.
Should the Client wish to engage the Firm for any matters outside the scope described above, we would be happy to discuss the terms of a separate engagement at that time.
3. Engagement Team and Staffing
3.1 Responsible Partner
Conrad Ashby, Partner, will serve as the Responsible Partner for this engagement. Mr. Ashby will provide overall supervision of the engagement, maintain the client relationship at the partner level, and serve as the primary point of contact for strategic matters and any issues requiring escalation. Mr. Ashby has extensive experience in technology transactions, enterprise software licensing, and semiconductor industry commercial agreements, and has advised numerous clients on complex EDA licensing arrangements.
3.2 Billing Partner
Victoria Chambers, Partner, will serve as the Billing Partner for this engagement. Ms. Chambers will be responsible for all fee arrangements, invoicing, billing inquiries, and budgetary matters. Any questions or concerns regarding invoices, fee estimates, or billing should be directed to Ms. Chambers in the first instance.
3.3 Lead Associate
Aaron Liu, Senior Associate, will serve as the day-to-day lead on the engagement. Mr. Liu will be primarily responsible for drafting and redlining the Renewal ELA and ancillary agreements, attending and participating in negotiation sessions (whether in person or by videoconference), and managing correspondence with Meridian's outside counsel at Bexley Weir & Daly LLP. Mr. Liu regularly handles complex technology licensing transactions and has substantial experience in EDA and semiconductor-related commercial agreements.
3.4 Working Associate
Monica Reyes, Associate, will provide supporting services on the engagement, including legal research, preparation of internal memoranda and analysis, due diligence review of the existing agreement terms under the Original ELA and the Brindoval PDK License, and analysis of the IP indemnification and limitation of liability provisions. Ms. Reyes will work under the supervision of Mr. Liu and Mr. Ashby.
3.5 Additional Staffing
The Firm may, from time to time, assign additional attorneys, paralegals, or other professional staff to the engagement as reasonably necessary to meet the needs of the matter, including to accommodate scheduling requirements, bring specialized expertise to bear on particular issues, or respond to accelerated timelines. The Firm will advise the Client of any material changes to the composition of the engagement team, including the addition of any new timekeepers at the partner or senior associate level.
4. Counterparty and Counterparty Counsel
For the Client's reference and our records, the counterparty to the Renewal ELA and related transactions is:
Meridian Design Systems, Inc. 2700 Orchard Parkway San Jose, California 95134
The Client has identified the following individuals as the key counterparty contacts at Meridian for purposes of this transaction:
•  Garrett Hollis, Senior Director, Strategic Accounts — primary commercial contact
•  Samantha Ng, Vice President, Legal — Commercial — primary legal contact at Meridian
Meridian's outside counsel for this transaction is:
Bexley Weir & Daly LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301
The lead attorney for Meridian at Bexley Weir & Daly is Rachel Endo, Partner, Technology Transactions, and she is supported by Kevin Matsuda, Associate. All formal correspondence, draft agreements, and redlines exchanged with the counterparty's counsel will be coordinated through Mr. Liu, with oversight from Mr. Ashby. The Firm will copy the Client on all material correspondence with Bexley Weir & Daly LLP unless the Client otherwise instructs.
5. Fees and Billing Arrangements
5.1 Basis of Fees
The Firm's fees for this engagement will be calculated on a blended hourly rate basis. There is no contingency fee, flat fee, success fee, or other alternative fee component applicable to this engagement.
5.2 Hourly Rates
The hourly rates for the members of the engagement team are as follows:
The foregoing rates are effective as of the date of this engagement letter. The Firm's standard hourly rates are subject to annual adjustment, typically effective on or about January 1 of each calendar year, consistent with the Firm's standard rate schedule. The Client will be notified in writing of any rate adjustments in advance of the effective date of such adjustments. For the avoidance of doubt, any rate adjustments applicable to this engagement will apply prospectively only, to services rendered on or after the effective date of the adjusted rates.
If additional attorneys or professional staff are assigned to this engagement, such timekeepers will be billed at the Firm's then-current standard hourly rates for their respective billing classifications.
5.3 Estimated Fee Range
Based on the anticipated scope of the engagement as described in Section 2 above, the Firm estimates that total professional fees for this engagement will fall within the range of $185,000 to $245,000. This estimate is provided for the Client's budgeting and internal planning purposes only and does not constitute a cap, ceiling, or guarantee of the total fees that will be incurred. Actual fees will depend upon a number of factors, including without limitation the complexity and duration of the negotiations with Meridian and its counsel, the number of redline iterations required to reach agreement on the Renewal ELA and ancillary documents, the scope and complexity of the ancillary agreements (including the Escrow Agreement and the Cloud Rider), the extent of advisory work required with respect to the Brindoval PDK License interoperability issues, and the responsiveness of all parties during the negotiation process. The Firm will endeavor to keep the Client informed of the progress of fees relative to this estimate and will notify the Client promptly if it appears that actual fees are likely to exceed the upper end of the estimated range.
5.4 Disbursements and Expenses
In addition to professional fees, the Client will reimburse the Firm for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, by way of example and not limitation, travel expenses (airfare, ground transportation, lodging, and meals), document reproduction and production costs, messenger and delivery charges, filing fees, long-distance telephone and videoconference charges, and third-party vendor costs (including technology-assisted review tools, online research databases, and similar resources). Any individual expense item exceeding $5,000 will require the Client's prior written approval before being incurred. Expenses will be itemized on the Firm's monthly invoices and supported by receipts upon the Client's request.
5.5 Billing Cycle and Payment Terms
Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include reasonably detailed descriptions of the services rendered during the applicable billing period, including the date on which each service was performed, the identity of the timekeeper, the time expended (in increments of one-tenth of an hour), and a narrative description of the work performed. All invoices are due and payable within thirty (30) days of receipt by the Client. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP," as set forth on the invoice. If the Client has any questions or concerns regarding an invoice, the Client should contact Victoria Chambers promptly so that the matter may be addressed in a timely fashion. The Firm reserves its rights and remedies in connection with any past-due amounts as set forth in the enclosed Terms and Conditions of Engagement.
6. Anticipated Timeline
While the precise timeline for this engagement will depend on the pace of negotiations and the responsiveness of all parties, the Firm and the Client have identified the following key milestones for planning and coordination purposes:
These milestones are indicative targets and are subject to adjustment as the engagement progresses. Timely Client cooperation, including prompt review of drafts and memoranda, timely provision of requested documents and information, and availability of designated Client personnel for negotiation sessions and decision-making, is essential to meeting these milestones. The Firm will work diligently to adhere to this timeline but cannot guarantee that all milestones will be met if delays arise from factors outside the Firm's reasonable control, including delays attributable to the counterparty or its counsel.
7. Client Responsibilities
To facilitate the efficient conduct of this engagement, the Client agrees to the following:
(a) Designated Points of Contact. The Client designates Douglas Tran, General Counsel, and Priya Venkatesh, Vice President of Engineering Operations, as the primary points of contact for all matters relating to this engagement. Mr. Tran will serve as the primary legal contact and will be authorized to provide instructions and approvals on behalf of the Client. Ms. Venkatesh will serve as the primary operational and technical contact, facilitating the Firm's access to engineering and procurement personnel as needed. The Client will promptly notify the Firm of any changes to these designations.
(b) Document Production. The Client will provide promptly all documents and information reasonably requested by the Firm in connection with this engagement, including without limitation: (i) a complete, executed copy of the Original ELA (Agreement No. MDS-ELA-2023-00487), together with all amendments, supplements, side letters, and statements of work entered into thereunder; (ii) a complete, executed copy of the Brindoval PDK License Agreement (Ref. No. CFS-PDK-2023-US-0034), including the current Approved EDA Platform List; (iii) Meridian's initial renewal quote and commercial proposal received on or about October 15, 2025; (iv) internal budgets, cost analyses, or board-approved spending parameters applicable to the Renewal ELA; and (v) any prior correspondence, meeting notes, or term sheets exchanged between OWS and Meridian in connection with the renewal discussions.
(c) Availability of Personnel. The Client will make available its engineering, procurement, and IT personnel as reasonably needed to respond to technical questions relating to the EDA product modules, seat allocation requirements, deployment configurations, foundry interoperability requirements, and cloud infrastructure specifications that may arise during the course of the negotiations.
(d) Review of Drafts. The Client will promptly review and provide comments on all drafts, redlines, memoranda, and other work product circulated by the Firm. The Firm will use reasonable efforts to allow adequate review periods, but the Client acknowledges that the negotiation timeline may at times require expedited turnaround of comments in order to maintain progress toward the milestones identified in Section 6.
8. Confidentiality
The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the California Rules of Professional Conduct, the American Bar Association Model Rules of Professional Conduct, and all other applicable professional responsibility rules and ethical obligations. All memoranda, correspondence, draft agreements, analyses, and other work product prepared by the Firm in connection with this engagement are subject to the attorney-client privilege and the work product doctrine and are to be treated as privileged and confidential.
The Client acknowledges that, from time to time, it may wish to share certain communications or work product prepared by the Firm with personnel of Ridgeline Capital Partners, LP ("Ridgeline"), the Client's majority equity sponsor, including without limitation Julian Tarkenton, Managing Partner, and Nadia Petrov, Operating Partner. Any such sharing of privileged communications or work product with Ridgeline or its personnel is at the Client's direction and at the Client's own risk with respect to the potential waiver of the attorney-client privilege and work product protection. The Firm strongly recommends that, if the Client anticipates regular sharing of privileged communications or work product with Ridgeline personnel in connection with this matter, the Client and Ridgeline enter into a common-interest agreement or joint-defense agreement, as appropriate, to preserve the privileged nature of such communications to the maximum extent permitted by law. The Firm would be pleased to assist in preparing such an arrangement upon the Client's request, subject to a separate engagement for that purpose if appropriate.
9. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct, and, as of the date of this letter, the Firm is not aware of any conflict of interest that would prevent it from representing OWS in the matter described herein. Specifically, the Firm does not currently represent Meridian Design Systems, Inc., Bexley Weir & Daly LLP, Iron Vault Escrow Services, Inc., Brindoval Foundry Services Ltd., or Ridgeline Capital Partners, LP in any matter adverse to OWS, nor does the Firm have any current attorney-client relationship with any of the foregoing entities that would give rise to a concurrent conflict of interest under the applicable rules.
If, during the course of this engagement, a conflict of interest arises or is identified — whether involving the parties listed above or any other party — the Firm will promptly notify the Client in writing and will take appropriate steps to address the conflict, which may include seeking an informed written consent and waiver from the affected parties, implementing appropriate ethical screens within the Firm, or, if necessary, withdrawing from the engagement in whole or in part. The Firm's obligations under this Section 9 are in addition to, and not in lieu of, any obligations imposed by the applicable Rules of Professional Conduct.
10. Governing Law
This engagement letter, together with the enclosed Terms and Conditions of Engagement, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the engagement described herein shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, subject to the dispute resolution provisions set forth in the enclosed Terms and Conditions of Engagement.
11. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Such notice may be delivered by email, hand delivery, or nationally recognized overnight courier to the addresses set forth in this letter or to such other addresses as either party may designate in writing from time to time.
Upon termination of this engagement, the Client shall remain responsible for the payment of all professional fees and reimbursable expenses incurred through and including the date of termination, in accordance with the billing and payment terms set forth in Section 5 above. The Firm will cooperate with the Client and, if applicable, the Client's successor counsel in connection with an orderly transition of the matter, including the delivery of all Client files and documents in the Firm's possession.
The Firm's obligations of confidentiality as described in Section 8 above, and as otherwise required by the applicable Rules of Professional Conduct, shall survive the termination of this engagement and shall continue in full force and effect indefinitely.
12. No Guarantee of Outcome
The Client acknowledges and agrees that the Firm has made no guarantees, promises, or predictions regarding the outcome of the negotiations with Meridian, the final terms and conditions of the Renewal ELA or any ancillary agreement, or the total fees and expenses that will be incurred in connection with this engagement. The results of this engagement will depend upon range factors outside the Firm's control, including without limitation Meridian's negotiation positions, commercial flexibility, and willingness to agree to the terms proposed by OWS. The Firm will use its best professional judgment and efforts to achieve a favorable outcome for the Client, but the ultimate success of the negotiations is dependent upon the counterparty's cooperation and the exercise of sound business judgment by both parties.
13. Acceptance and Countersignature
We are enthusiastic about the opportunity to work with OWS on this important matter and are confident that, together, we can achieve a favorable result for the Client. Please indicate your acceptance of the terms of this engagement by signing and returning a copy of this letter (including by electronic signature or PDF scan) to the attention of Conrad Ashby at cashby@calderwoodharkness.com. A fully executed copy will be returned to you for your files.
We look forward to getting started promptly and are available at your convenience to discuss next steps, including the scheduling of an initial kick-off meeting and document collection.
With best regards,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Conrad Ashby
Title: Partner (Responsible Partner)
Date: ________
By: ________
Name: Victoria Chambers
Title: Partner (Billing Partner)
Date: ________
ACCEPTANCE AND COUNTERSIGNATURE
By signing below, the undersigned confirms that he/she is authorized to engage Calderwood & Harkness LLP on behalf of Optiwave Semiconductor Corp. on the terms set forth herein, and that the undersigned has read, understood, and agrees to all such terms, including the Firm's standard Terms and Conditions of Engagement incorporated herein by reference.
OPTIWAVE SEMICONDUCTOR CORP.
By: ________
Name: Douglas Tran
Title: General Counsel
Date: ________
Enclosures:
1.  Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement (incorporated by reference herein)
2.  Calderwood & Harkness LLP — Privacy Notice
cc: Conrad Ashby, Partner, Calderwood & Harkness LLP cc: Victoria Chambers, Partner, Calderwood & Harkness LLP cc: Aaron Liu, Senior Associate, Calderwood & Harkness LLP cc: Priya Venkatesh, Vice President of Engineering Operations, Optiwave Semiconductor Corp.
Timekeeper | Role | Hourly Rate
Conrad Ashby | Partner (Responsible Partner) | $1,350.00
Victoria Chambers | Partner (Billing Partner) | $1,350.00
Aaron Liu | Senior Associate (Lead Associate) | $895.00
Monica Reyes | Associate (Working Associate) | $685.00
Target Date | Milestone
November 15, 2025 | Delivery of OWS's first redline of the proposed Amended and Restated ELA to Meridian (via Bexley Weir & Daly LLP)
December 15, 2025 | Target date for commercial terms (pricing, seat counts, SLA metrics) to be substantially agreed between OWS and Meridian
January 15, 2026 | Target date for execution of the Renewal ELA by both parties
January 31, 2026 | Expiration of the Original ELA (Agreement No. MDS-ELA-2023-00487)
February 1, 2026 | Proposed effective date of the Renewal ELA

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND COUNTERSIGNATURE

OPTIWAVE SEMICONDUCTOR CORP.

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